Class A Ordinary Shares Will Begin Trading on a Post-Consolidation Adjusted Basis onDecember 23, 2025 BEIJING, Dec. 19, 2025 (GLOBE NEWSWIRE) -- Cheer Holding, Inc. (NASDAQ: CHR) (“Cheer Holding,” “we” or the “Company”), a leading provider of next-generation mobile internet infrastructure and platform services, today announced that it intends to effect a share consolidation of its ordinary shares at a ratio of 1 post-split Class A ordinary share for every 50 pre-split ordinary shares (the “Share Consolidati ...

Core Viewpoint - Cheer Holding, Inc. is facing delisting from The Nasdaq Capital Market due to non-compliance with listing rules, specifically having a closing bid price of $0.10 or less for ten consecutive trading days [1][2]. Group 1: Delisting Notification - On November 18, 2025, Cheer Holding received a notice from Nasdaq regarding non-compliance with the Low Priced Stocks Rule, as its Class A ordinary shares closed at $0.10 or less for ten consecutive trading days [1]. - The company's shares also closed below $1 for the previous 30 consecutive business days, violating Listing Rule 5550(a)(2) [2]. - Nasdaq has determined to delist the company's securities, with a deadline of November 26, 2025, for the company to appeal the decision [2]. Group 2: Appeal and Compliance Efforts - Cheer Holding intends to request a hearing to appeal the delisting determination before the November 26 deadline, which will temporarily stay the suspension of its securities [3]. - The company is exploring various options to regain compliance, including a previously approved share consolidation [3]. Group 3: Company Overview - Cheer Holding is a leading provider of advanced mobile internet infrastructure and platform services in China, focusing on creating a digital ecosystem that integrates platforms, applications, technology, and industry [4]. - The company is developing a 5G+VR+AR+AI shared universe space, leveraging technologies such as blockchain, cloud computing, extended reality, and digital twin [4]. - Cheer Holding's product portfolio includes various offerings like CHEERS Telepathy, CHEERS Video, and AI-animated short drama series, which blend online/offline and virtual/reality elements [5].

Core Viewpoint - Univest Securities, LLC has successfully closed a registered direct offering of approximately $15 million for Cheer Holding, Inc., a leading provider of advanced mobile internet infrastructure and platform services [1][3]. Group 1: Offering Details - Cheer Holding, Inc. will sell 187,500,000 Class A ordinary shares at a purchase price of $0.08 per share, or pre-funded warrants in lieu thereof [2]. - The gross proceeds from the offering amount to approximately $15 million [3]. - The offering was conducted under a shelf registration statement previously filed and declared effective by the SEC [4]. Group 2: Company Overview - Cheer Holding, Inc. is a prominent provider of next-generation mobile internet infrastructure and platform services in China, focusing on creating a digital ecosystem that integrates various technologies [7]. - The company is developing a 5G+VR+AR+AI shared universe space utilizing advanced technologies such as blockchain and cloud computing [7]. - Cheer Holding's product portfolio includes a variety of services like CHEERS Telepathy, CHEERS Video, and AI-animated short drama series, which blend online and offline experiences [8]. Group 3: Strategic Focus - The core of Cheer Holding's digital ecosystem is "CHEERS+", aimed at driving long-term sustainable and scalable growth through innovative product applications and technologies [9].

Core Viewpoint - Cheer Holding, Inc. has announced a definitive agreement for the purchase and sale of 187,500,000 Class A ordinary shares at a price of $0.08 per share, aiming to raise approximately $15 million in gross proceeds [1][2]. Group 1: Offering Details - The registered direct offering is expected to close on or about November 6, 2025, pending customary closing conditions [2]. - The offering is made under a shelf registration statement previously filed and declared effective by the U.S. Securities and Exchange Commission on September 12, 2024 [3]. Group 2: Company Overview - Cheer Holding, Inc. is a leading provider of next-generation mobile internet infrastructure and platform services in China, focusing on creating a digital ecosystem that integrates various technologies [5]. - The company is developing a 5G+VR+AR+AI shared universe space, leveraging advanced technologies such as blockchain and cloud computing [5]. - Cheer Holding's product portfolio includes a variety of services like CHEERS Telepathy, CHEERS Video, and AI-animated short dramas, which blend online and offline experiences [6]. Group 3: Strategic Focus - The company emphasizes "CHEERS+" as the core of its digital ecosystem, aiming for long-term sustainable and scalable growth through innovative applications and technologies [7].

Core Viewpoint - Cheer Holding, Inc. has received a notice from NASDAQ indicating non-compliance with the minimum bid price requirement of $1.00 per share, with a compliance period until April 14, 2026, to regain compliance [1][2]. Company Compliance Status - The notice states that Cheer Holding has until April 14, 2026, to ensure its Class A ordinary shares are priced at least $1.00 for a minimum of ten consecutive business days to regain compliance [2]. - If compliance is not achieved by the deadline, the company may be eligible for additional time or could face delisting [2]. Monitoring and Future Actions - The company plans to monitor the closing bid price of its Class A ordinary shares and evaluate options to regain compliance during the compliance period [3]. Company Overview - Cheer Holding is a leading provider of advanced mobile internet infrastructure and platform services in China, focusing on creating a digital ecosystem that integrates various technologies for a new business environment [4]. - The company is developing a 5G+VR+AR+AI shared universe space utilizing cutting-edge technologies such as blockchain and cloud computing [4]. Product and Service Portfolio - Cheer Holding's offerings include a diverse range of products and services like CHEERS Telepathy, CHEERS Video, CHEERS e-Mall, and various AI-driven content, which blend online and offline experiences [5]. - The core of Cheer Holding's digital ecosystem is "CHEERS+", aimed at driving long-term sustainable growth through innovative applications and technologies [6].

Company Overview - Cheer Holding, Inc. is a leading provider of advanced mobile internet infrastructure and platform services, focusing on building a digital ecosystem that integrates platforms, applications, technology, and industry for a new business environment leveraging AI technology [7][9] - The company is developing a 5G+VR+AR+AI shared universe space utilizing cutting-edge technologies such as blockchain, cloud computing, extended reality, and digital twin [7] Offering Details - Univest Securities, LLC announced the closing of a public offering for Cheer Holding, raising approximately $8.5 million through the sale of 12,686,565 units at a public offering price of $0.67 per unit [1][2][3] - Each unit consists of one Class A ordinary share or a pre-funded warrant, along with Series A and Series B warrants to purchase additional Class A ordinary shares at an exercise price of $0.7035 [2] - The net proceeds from the offering will be used for general working capital and corporate purposes, including sales and marketing expenses for user acquisition [3] Product and Service Portfolio - Cheer Holding's portfolio includes a diverse range of products and services such as CHEERS Telepathy, CHEERS Video, CHEERS e-Mall, and various AI-driven applications [8][9] - The company aims to create seamless application scenarios that blend online/offline and virtual/reality elements, with "CHEERS+" at the core of its digital ecosystem [9] Financial and Regulatory Information - The offering was conducted under a registration statement on Form F-1, which was declared effective by the SEC on September 30, 2025 [4] - Univest Securities acted as the sole placement agent for the offering, which is part of its broader investment banking services [3][6]

Core Viewpoint - Cheer Holding, Inc. has announced a public offering expected to generate approximately $8.5 million in gross proceeds, aimed at enhancing its mobile internet infrastructure and platform services [1][3]. Group 1: Offering Details - The offering consists of 12,686,565 units, each unit priced at $0.67, which includes one Class A ordinary share or a pre-funded warrant, along with Series A and Series B warrants [2]. - The Series A and Series B warrants have an exercise price of $0.7035 per Class A Share and can be exercised within one year from the issuance date [2]. - The offering is expected to close on or about October 2, 2025, pending customary closing conditions [3]. Group 2: Use of Proceeds - The net proceeds from the offering will be utilized for general working capital and corporate purposes, including sales and marketing expenses for user acquisition [3]. Group 3: Company Overview - Cheer Holding is a leading provider of next-generation mobile internet infrastructure and platform services in China, focusing on creating a digital ecosystem that integrates various technologies [6]. - The company is developing a 5G+VR+AR+AI shared universe space, leveraging advanced technologies such as blockchain and cloud computing [6]. - Cheer Holding's product portfolio includes a variety of services like CHEERS Telepathy, CHEERS Video, and AI-animated short drama series, which blend online and offline experiences [7].

Core Viewpoint - Cheer Holding, Inc. reported stable financial performance for the first half of 2025, with total revenues of approximately $71.0 million and a net income of $11.2 million, reflecting slight changes compared to the previous year [1][9][11]. Financial Highlights - Total revenues for the six months ended June 30, 2025, were approximately $71.0 million, compared to $71.1 million in the same period of 2024 [9]. - Net income decreased to $11.2 million from $12.4 million year-over-year [11]. - Cash and cash equivalents increased to approximately $203.2 million as of June 30, 2025, from $197.7 million at the end of 2024 [12]. Segment Revenues - Revenue from CHEERS App Internet Business was $65.5 million, accounting for 92.26% of total revenues [8]. - Revenue from Cheers Traditional Media Business was $5.5 million, making up 7.74% of total revenues [8]. Operating Highlights - CHEERS Video accumulated downloads grew by 1.85% year-over-year to approximately 440 million, with monthly active users increasing by 0.02% to about 51.1 million [8]. - CHEERS e-Mall downloads increased by 16.07% year-over-year to 70.4 million, with monthly active users rising by 0.44% to approximately 6.9 million [8]. - CHEERS Telepathy saw a significant increase in monthly active users, up 263.33% year-over-year to approximately 3.3 million [8]. Operating Expenses - Cost of revenues increased by approximately $1.9 million, or 9.99%, to $20.8 million [14]. - Selling and marketing expenses decreased by approximately $2.3 million to $35.3 million [14]. - General and administrative expenses decreased from approximately $1.6 million to $0.8 million [14]. - Research and development expenses increased to approximately $2.3 million from $1.4 million [14]. Cash Flow - Net cash provided by operating activities was approximately $3.9 million [8]. - The company reported a net increase in cash and cash equivalents of $5.6 million for the period [22]. Company Overview - Cheer Holding is a leading provider of advanced mobile internet infrastructure and platform services, focusing on building a digital ecosystem that integrates various technologies [13]. - The company is developing a 5G+VR+AR+AI shared universe space leveraging cutting-edge technologies [13].

Core Insights - Cheer Holding, Inc. held its 2025 Annual General Meeting on May 12, 2025, in Beijing, where key decisions were made regarding board appointments, accounting firm ratification, and share structure adjustments [1] Group 1: Annual General Meeting Outcomes - Mr. Ke Chen was re-elected as a Class III director until the 2028 annual general meeting [1] - Enrome LLC was ratified as the independent registered public accounting firm for the financial year ending December 31, 2025 [1] - The number of authorized Class A ordinary shares was increased from 200 million to 500 million [1] - The board of directors was authorized to implement a share consolidation for Class A Shares at a ratio of 1-for-10, 1-for-25, or 1-for-50 [1] Group 2: Company Overview - Cheer Holding is a leading provider of next-generation mobile internet infrastructure and platform services in China, focusing on creating a digital ecosystem that integrates various technologies [2] - The company is developing a 5G+VR+AR+AI shared universe space utilizing advanced technologies such as blockchain and cloud computing [2] Group 3: Product and Service Portfolio - Cheer Holding's offerings include a diverse range of products and services such as CHEERS Telepathy, CHEERS Video, CHEERS e-Mall, and various AI-driven content [3] - The company's products aim to blend online/offline and virtual/reality elements, enhancing user engagement across different platforms [3] Group 4: Strategic Focus - The core of Cheer Holding's digital ecosystem is "CHEERS+", which emphasizes innovative product applications and technologies to drive sustainable growth [4]